UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                  For the quarterly period ended June 30, 2005

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
        For the transition period from ___________________ to __________
                         Commission file number 000-30914
                             XTREME COMPANIES, INC.

        (Exact name of small business issuer as specified in its charter)

                 Nevada                                 88-0394012
          --------------------                   -----------------------
       (State  or  other  jurisdiction  of           (IRS  Employer
       incorporation  or  organization)           Identification  No.)

    300 Westlink Dr, Washington, MO                         36090
---------------------------------------              ------------------
(Address  of  principal  executive  offices)             (Zip  Code)

                                 (636) 390-9000
                           (Issuer's  telephone  number)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  was  required to file such reports), and (2) has been
subject  to  such filing requirements for the past 90 days. Yes [X] No [ ]

As  of June 30, 2005, the Issuer had outstanding 17,239,119 shares of its common
stock,  $0.001  par  value.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK  ONE)  YES  [ ] NO [X]

                             Xtreme Companies, Inc.
                                Table of Contents


                                                                            Page
                                                                            ----
Part  I  -  Financial  Information
----------------------------------

     Item  1  -  Financial  Statements.
     ----------------------------------
          Consolidated  Balance  Sheet  as  of  June  30,  2005                2
          -----------------------------------------------------
          Report  on  Review  by  Independent  Public  Accountant              2
          -------------------------------------------------------
          Consolidated  Statement  of  Operations  for  the  Three  and  Six
               Months  Ended  June  30,  2005  and  June  30,  2004            3
          ---------------------------------------------------------
          Statement  of  Cash  Flows  for  the  Six  Months  Ended
               June  30,  2005  and  June  30,  2004                           4
          ------------------------------------------
          Statements of Changes in  Stockholders  Equity  as of June 30, 2005  5
          -------------------------------------------------------------------
          Notes  to  Financial  Statements                                     5
          --------------------------------
     Item  2  -  Management's Discussion and  Analysis  or Plan of Operation. 10
     ------------------------------------------------------------------------
     Item  3  -  Controls  and  Procedures.                                   13
     --------------------------------------

Part  II  -  Other  Information
-------------------------------

     Item  1  -  Legal  Proceedings.                                          14
     -------------------------------
     Item  2  -  Unregistered Sales of Equity Securities and Use of Proceeds. 14
     ------------------------------------------------------------------------
     Item  3  -  Defaults  Upon  Senior  Securities.                          15
     -----------------------------------------------
     Item  4  -  Submission  of  Matters  to  a  Vote  of  Security  Holders. 15
     ------------------------------------------------------------------------
     Item  5  -  Other  Information.                                          15
     -------------------------------
     Item  6  -  Exhibits  and  Reports  on  Form  8-K.                       15
     --------------------------------------------------


PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                      XTREME COMPANIES INC. AND SUBSIDIARY
                                TABLE OF CONTENTS
                                      PAGE

UNAUDITED  CONSOLIDATED  BALANCE  SHEET                                        2

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS                            3

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                           4

                                        1

                             XTREME COMPANIES, INC.
                          (A Development Stage Company)

                              Financial Statements
                     For the Six-Months Ended June 30, 2005

                                   (Unaudited)

JASPERS  +  HALL,  PC
CERTIFIED  PUBLIC  ACCOUNTANTS
------------------------------
9175  Kenyon  Avenue,  Suite  100
Denver,  CO  80237
303-796-0099



             Report of Independent Registered Public Accounting Firm

To  the  Board  of  Directors
Xtreme  Companies,  Inc.


We  have reviewed the accompanying balance sheet of Xtreme Companies, Inc. as of
June  30, 2005 and the related statements of operations for the three-months and
six-months  ended June 30, 2005 and cash flows for the six-months ended June 30,
2005,  included  in  the  accompanying  Securities  and Exchange Commission Form
10-QSB  for  the period ended June 30, 2005.  These financial statements are the
responsibility  of  the  Company's  management.

We  conducted  our review in accordance with standards established by the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting  matters.  It  is substantially less in scope than an audit conducted
in  accordance  with  the  standards  of the Public Company Accounting Oversight
Board  (United  States),  the objective of which is the expression of an opinion
regarding  the  financial statements as a whole.  Accordingly, we do not express
such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

The  financial  statements  for the year ended December 31, 2004 were audited by
other  accountants,  whose report dated April 13, 2005, expressed an unqualified
opinion  on  those  financial  statements.  They have not performed any auditing
procedures  since  that  date.  In our opinion, the information set forth in the
accompanying  balance sheet as of June 30, 2005 is fairly stated in all material
respects  in  relation  to  the  balance  sheet  from which it has been derived.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern.  As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern  unless  it is able to generate sufficient cash flows to meet its
obligations and sustain its operations.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.


/s/Jaspers and Hall

Jaspers  +  Hall,  PC
Denver,  Colorado
August  12,  2005



<TABLE>
<CAPTION>

                                Xtreme Companies
                           Consolidated Balance Sheet
                                  (Unaudited)

<S>                                                     <C>            <C>

ASSETS
                                                          June 30,      December 31,
                                                                2005           2004
                                                        -------------  -------------
CURRENT ASSETS
Cash                                                         $34,425        $110,673
Note receivable                                            1,206,780         144,605
Prepaid expenses                                               2,955           2,955
Deposits                                                           -           4,514
Other current assets                                          25,160               -
                                                        -------------  -------------

   TOTAL CURRENT ASSETS                                    1,269,320         262,747
                                                        -------------  -------------

NET PROPERTY & EQUIPMENT                                       6,032           4,440
                                                        -------------  -------------

 TOTAL ASSETS                                              1,275,352        $267,187
                                                        =============  =============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses                       $437,015        $389,515
Payroll tax liabilities                                      122,483         118,375
Convertible debts                                             90,000               -
Deferred revenues                                            109,940          68,000
                                                        -------------  -------------

     TOTAL CURRENT LIABILITIES                               759,438         575,890
                                                        -------------  -------------

LONG TERM LIABILITIES
Long-term debt, less current portion                       1,700,448         586,150
                                                        -------------  -------------

  TOTAL LIABILITIES                                        2,459,886       1,162,040
                                                        -------------  -------------

COMMITMENTS AND CONTINGENCIES, NOTE 6

SHAREHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized
  shares at $.001 par value, 17,239,119 shares issued
  and outstanding at June 30, 2005                            17,293          11,035
Additional paid-in capital                                18,051,450      16,861,183
Deferred Compensation                                       (110,000)       (110,000)
Accumulated deficit                                      (19,143,277)    (17,657,071)
                                                        -------------  -------------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                (1,184,534)       (894,853)
                                                        -------------  -------------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT)                                        $1,275,352        $267,187
                                                        =============  =============
</TABLE>
                                        2
<TABLE>
<CAPTION>

                                Xtreme Companies
                      Consolidated Statement of Operations
                                  (Unaudited)
<S>                                       <C>                      <C>      <C>                 <C>


                                                  Three months ended                Six months ended
                                                      June 30,                          June 30,
                                          --------------------------------  ------------------------------
                                                         2005        2004                2005        2004
                                          --------------------  ----------  ------------------  ----------

REVENUES                                              $552,300     $16,801            $620,300    $110,852
COST OF GOODS SOLD                                     467,127      45,589             526,193      92,507
                                          --------------------  ----------  ------------------  ----------

GROSS PROFIT                                            85,173     (28,788)             94,107      18,345
                                          --------------------  ----------  ------------------  ----------

OPERATING EXPENSES:
Marketing                                               29,500           -             113,441           -
Investor Relations                                      88,250       6,300             167,185      90,735
Financing Comissions                                    37,800      19,400              37,800      19,400
Professional fees                                       47,535      13,010              68,635      29,060
Consulting fees                                          7,000     120,735             363,365     149,240
Sales Comissions                                         5,800     114,200              17,800     124,100
Rent                                                    11,504      11,902              22,300      24,429
Officer Compensation                                    30,000      30,000              40,000     117,929
Amortization and depreciation                              297         275                 524         550
Writedown of assets                                          -           -                   -      84,821
Salaries                                                12,000      26,555              12,000      45,541
Other Expenses                                          33,103     211,571              63,602     318,058
                                          --------------------  ----------  ------------------  ----------
  Total Operating Expenses                             302,789     553,948             906,652   1,165,588
                                          --------------------  ----------  ------------------  ----------

Loss from Operations                                  (217,616)   (582,736)           (812,545) (1,147,243)
                                          --------------------  ----------  ------------------  ----------

OTHER INCOME (EXPENSES)
Interest expense                                      (244,632)     (7,585)           (673,662)     (7,647)
                                          --------------------  ----------  ------------------  ----------

NET INCOME (LOSS)                                     (462,248)   (590,321)         (1,486,207) (1,154,890)
                                          ====================  ==========  ==================  ==========

Weighted average number of
  shares outstanding                                17,293,119   9,463,901          15,057,552   9,927,403
                                          ====================  ==========  ==================  ==========

Net Earnings (Loss) per share                          $ (0.03)    $ (0.06)            $ (0.10)    $ (0.12)
                                          ====================  ==========  ==================  ==========
<FN>
See accompanying notes to financial statements
</TABLE>
                                        3
<TABLE>
<CAPTION>

                                Xtreme Companies
                            Statement of Cash Flows
                                  (Unaudited)

<S>                                               <C>                 <C>

                                                          Six months ended
                                                            June 30,
                                                  ------------------------------
                                                               2005         2004
                                                  ------------------  ----------------

Cash Flows From Operating Activities:
  Net Income (Loss)                                      $(1,486,207)      $(1,154,890)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation/amortization                                 40,601               550
    Issuance of stock for services                            83,591           865,844
    Issuance of stock for consulting services                334,365                 -
    Issuance of stock or warrants for debt inducement        250,774                 -
    Beneficial conversion feature expense                    309,199                 -
    Writedown of inventory                                                      84,821
    Note receivable                                       (1,062,175)                -
    Deposits                                                       -            10,000
    Other current assets                                      20,646                 -
 Changes in assets and liabilities:
   Decrease (Increase) in deposits                                              10,000
 Increase (decrease) in
   Accounts payable and accrued expenses                      47,501           (50,530)
   Payroll tax liabilities payable                             4,108
   Deferred Revenues                                          41,940
                                                         ------------------  ----------
Net Cash Used in Operating Activities                     (1,456,951)          (244,205)
                                                         ------------------  ----------

Cash Flow From Investing Activities:

  Purchase of equipment                                       (2,116)                 -
                                                         ------------------  ----------
Net Cash used in Investing Activities                         (2,116)                 -
                                                         ------------------  ----------

Cash Flow From Financing Activities:
  Proceeds from related party convertible debts            1,216,817                  -
  Payments on notes payable                                   (8,000)
  Proceeds from notes payable                                174,000            243,000
                                                         ------------------  ----------
Net Cash Provided By Financing Activities                  1,382,817            243,000
                                                         ------------------  ----------

(Decrease) Increase in Cash                                  (76,248)            (1,205)

Cash and Cash Equivalents - Beginning of period.             110,673             61,752
                                                         ------------------  ----------

Cash and Cash Equivalents - End of period                    $34,425            $60,547
                                                         ==================  ==========



Supplemental Cash Flow Information:
  Interest paid                                                 $ 55                $ -
                                                         ==================  ==========
  Taxes paid                                                     $ -                $ -
                                                         ==================  ==========
</TABLE>

                                        4

<TABLE>
<CAPTION>


                                                   XTREME COMPANIES, INC.
                                        STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
                                                         (UNAUDITED)

<S>                                   <C>           <C>          <C>           <C>             <C>              <C>
                                      Total                          Additional
                                      Common Stock    Common Stock   Paid in        Deferred      Accumulated
                                                       Par .001      Capital       Compensation     Deficit          Total

BALANCE, December 31, 2004 . . . . .    11,035,156       11,035   16,861,183        (110,000)     (17,657,071)     (894,853)

Recapitalization upon
reverse merger acquisition . . . . .        59,687           60          (60)              -                -             -

Issuance of common stock
for consulting services. . . . . . .       557,275          557       83,034               -                -        83,591

Issuance of common stock
for director's compensation. . . . .     2,229,101        2,229      332,136               -                -       334,365

Beneficial conversion feature
on convertible debentures. . . . . .             -            -      309,199               -                -       309,199

Conversion of debts. . . . . . . . .       340,074          340       36,938               -                -        37,278

Issuance of stock and stock warrants
for debt inducement. . . . . . . . .     3,071,826        3,072      429,020               -                -       432,092

Net loss . . . . . . . . . . . . . .             -            -            -               -       (1,486,207)   (1,486,207)
                                      ------------  -----------  ------------  --------------  ---------------  ------------

BALANCE, June 30, 2005. . . . . . .     17,293,119  $    17,293  $18,051,450   $    (110,000)  $  (19,143,277)  $(1,184,534)
                                      ============  ===========  ============  ==============  ===============  ============
<FN>
See accompanying notes to financial statements
</TABLE>

                             XTREME COMPANIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

               FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Business  and  Basis  of  Presentation
--------------------------------------

Xtreme  Companies  was  organized August 14, 1994 under the laws of the State of
Nevada,  under the name of Shogun Advertising, Inc. On May 10, 2003, the Company
changed  its  name  to Xtreme Webworks. The Company offered services to Internet
companies,  assisting  in  higher  recognition placement with search engines. It
also  designed  and  hosted Internet web sites and designed and published online
and  printed  newsletters.  On  April  24, 2002, the Company changed its name to
Xtreme Companies, Inc. (the "Company"). Effective November 30, 2002, the Company
discontinued  its  operations  of  Xtreme  Webworks.

In  October  2003,  Xtreme Companies, Inc. entered into an Agreement and Plan of
Reorganization  with  Rockwell  Power Systems, Inc. Under this Agreement, Xtreme
Companies,  Inc.  purchased  substantially  all of the capital stock of Rockwell
Power  Systems,  Inc.  for  approximately  $175,000  in  exchange for 60,000,000
million  shares  of  its common stock. This acquisition was accounted for by the
purchase method of accounting. Under the purchase accounting, the total purchase
price  was  allocated  to  the tangible and intangible assets and liabilities of
Xtreme  based  upon their respective estimated fair value as of October 1, 2003,
the  effective  date  of this acquisition. In addition, Shogun Investment Group,
one of the major shareholders of the Company retained 50,000 free trading shares
of  the  Company's  common stock after giving effect to the reverse stock split.
Shogun  received  $25,000  in  cash  on the date of the closing and $25,000 upon
acceptance  of  a  payment  plan  with  the  Internal  Revenue  Service  for the
outstanding  tax  liabilities.

The accompanying unaudited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission for the
presentation  of  interim  financial  information,  but  do  not include all the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements. The 2004 audited financial statements were
filed  in  the  Company's  Form 10-KSB on April 15, 2005 with the Securities and
Exchange Commission and are hereby referenced. In the opinion of management, all
adjustments  considered  necessary  for  a fair presentation have been included.

Going  Concern
--------------
The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates continuation of the Company as a going concern. The Company's total
liabilities  exceed  the  total  assets  by  $1,184,534 as of June 30, 2005. The
Company had operating losses of $217,616 and $582,736 for the three months ended
June  30,  2005  and  2004,  respectively.

                                        5

The  Company's  management is currently pursuing equity and/or debt financing in
an  effort  to  continue operations. The future success of the Company is likely
dependent  on  its  ability to attain additional capital to develop its proposed
products  and  ultimately,  upon  its  ability  to  attain  future  profitable
operations.  There  can  be  no assurance that the Company will be successful in
obtaining  such  financing,  or  that  it  will  attain positive cash flows from
operations.

Principles  of  Consolidation
-----------------------------
The  consolidated financial statements include the accounts of Xtreme Companies,
Inc  and its wholly owned subsidiary.  All significant intercompany accounts and
transactions  are  eliminated  in  consolidation.

Use  of  Estimates
------------------
The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions that affect the amounts reported in the accompanying
financial  statements.  Significant  estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance  and  useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

Cash  and  Cash  Equivalents
----------------------------
The  Company  considers all highly liquid investments purchased with an original
maturity  at  date  of  purchase of three months or less to be cash equivalents.
Cash  and cash equivalents are carried at cost, which approximates market value.


Note  Receivable
----------------
During  December  2004  and  throughout  the three and six months ended June 30,
2005, the Company providing financing totaling $1,206,780 to Challenger Offshore
("Challenger"),  a  Missouri  boat  manufacturer.  The  Company  provided  this
financing  in  the  form  of  a note receivable. Repayment of the Note can be in
stock  at  the  Company's option upon the twelfth month following the signing of
the marketing and distribution agreement. There is no interest rate. The Company
signed  a  marketing and distribution agreement on March 1, 2005 with Challenger
as  described  in  Note  8  herein.

Accounts  Receivable
--------------------
The  Company  maintains  an allowance for doubtful accounts for estimated losses
that  may  arise  if  any of its customers are unable to make required payments.
Management  specifically  analyzes  the age of customer balances, historical bad
debt  experience,  customer  credit-worthiness, and changes in customer payments
terms  when  making  estimates  of  the  uncollectibility of the Company's trade
accounts  receivable  balances.  If  the  Company  determines that the financial
conditions  of  any  of  its  customers  deteriorated,  whether  due to customer
specific  or  general  economic  issues,  increase in the allowance may be made.
Accounts  receivable  are  written off when all collection attempts have failed.

Inventory
---------
Inventory  consists  of  a  variety  of wholesale goods purchased for individual
resale  and  are  stated  at  the  lower  of  cost,  determined by the first-in,
first-out ("FIFO") method, or market. The Company has reviewed its inventory for
obsolescence on a quarterly basis since operations began and has written-off its
inventory  identified  for  obsolescence  in  2004.

Property  &  Equipment
----------------------
Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
computers  (5  years),  software  (3 years), office equipment and furniture (3-7
years),  tenant  improvements  (life  of  the  lease - approximately 60 months).


Long-Lived Assets
----------------
SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Disposed of" requires that long-lived assets be reviewed
for  impairment  whenever  events  or changes in circumstances indicate that the
carrying  amount  of  an  asset may not be recoverable.  The Company has adopted
this statement and determined an impairment loss was needed to be recognized for
applicable  assets  of  continuing  operations  in  2004.

Stock  Based  Compensation
--------------------------
SFAS  No.123,  "Accounting for Stock-Based Compensation" ("SFAS No. 123') allows
an  entity  to  elect  to continue to measure compensation cost under Accounting
Principles  Board  Opinion  No.  25,  "Accounting for Stock Issued to Employees"
("APB  No.  25"),  but  requires  pro forma disclosures of net loss and loss per
share  as  if  the  fair-valued-based method of accounting had been applied.  In
accordance  with  SFAS  123,  the  Company  elected  to  continue  to  measure
compensation  cost  under  APB  No. 25, and comply with the pro forma disclosure
requirements.

                                        6

The  Company  has  adopted  for footnote disclosure purposes SFAS No. 123, which
requires  that  companies disclose the cost of stock-based employee compensation
at  the  grant  date based on the value of the award (the fair value method) and
disclose  this cost over the service period.  The value of the stock-based award
is  determined  using a pricing model whereby compensation cost is the excess of
the  fair  value  of the award as determined by the model at grant date or other
measurement  date  over  the  amount  an employee must pay to acquire the stock.

Transactions  in which goods or services are received form non-employees for the
issuance  of  equity securities or stock-based awards are accounted for based on
the  fair  value  of  the  consideration  received.

Fair  Value  of  Financial  Instruments
---------------------------------------
The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their fair value, due to the relatively short maturity
of  these  instruments.  As  of June 30, 2005 and June 30, 2004, the Company's
notes  payable  have  stated  borrowing  rates  that  are  consistent with those
currently  available  to  the Company and, accordingly, the Company believes the
carrying  value  of  these  debt  instruments  approximates  their  fair  value.

Revenue  Recognition
--------------------
The  Company  recognizes  income when the products are received by the customer.
The  Company applies the provisions of SEC Staff Accounting Bulletin ("SAB") No.
104,  "Revenue  Recognition  in Financial Statements" which provides guidance on
the recognition, presentation and disclosure of revenue in financial statements.
SAB  No.  104  outlines the basic criteria that must be met to recognize revenue
and  provides  guidance  for the disclosure of revenue recognition policies. The
Company's  revenue recognition policy for sale of products is in compliance with
SAB  No.  104.  Revenue  from  the  sale of products is recognized when a formal
arrangement  exists,  the  price  is  fixed  or  determinable,  the  delivery is
completed  and  collectibility  is  reasonably  assured.  Generally, the Company
extends  credit  to  its  customers and does not require collateral. The Company
performs  ongoing credit evaluations of its customers and historic credit losses
have  been  within  management's  expectations.  The  Company accounts for sales
returns  related  to  product sales on an individual basis, as they occur. Sales
returns  related  to  product  sales  have  not  been  significant  in the past.

Net  Loss  Per  Share
---------------------
SFAS No. 128, "Earnings Per Share" requires presentation of basic loss per share
and diluted loss per share.  The computation of basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  outstanding  common  shares during the period.  Diluted loss per share gives
effect  to  all dilutive potential common shares outstanding and all shares held
in  treasury  during the period.  The computation of diluted loss per share does
not  assume conversion, exercise or contingent exercise of securities that would
have  an  anti-dilutive  effect  on  losses.

Net  loss  per  common  share  is  computed using the weighted average number of
common  shares  outstanding during the periods presented. Convertible debentures
may have a dilutive effect on the Company's earnings per share in the future but
are  not  included  in  the  calculation  for  the  year  ended

Advertising  Costs
------------------
Advertising  and  promotional  activities  are  expensed  when  incurred.

Shipping  and  Handling  Costs
------------------------------
Shipping  and  handling costs are expensed when incurred. The Company recognizes
all  revenues  and  change  of  title to be FOB destination point. All sales are
recorded  when  the products are received by the customer. The Company bills its
customers on a separate basis for shipping and handling costs. Amounts billed to
customers  for  shipping  and  handling  are  recorded  as  revenues,  and  more
specifically within the "product sales" revenue subcategory. Amounts incurred by
the  Company for shipping and handling costs related to the sale and delivery of
goods to its customers are included in other operating expenses in the statement
of  operations.  Total  shipping  and  handling costs were $7,414 and $0 for the
three  months  ended  June  30,  2005  and  2004,  respectively.

Income  Taxes
-------------
There has been no provision for U.S. federal, state, or foreign income taxes for
any  period  because  the Company has incurred losses in all periods and for all
jurisdictions.  Deferred  income  taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and  the amounts used for income tax purposes.  Significant
components  of  deferred  tax  assets  are  as  follows:

                                        7

<TABLE>
<CAPTION>
<S>                                              <C>
Deferred tax assets:
    Net operating loss carry forwards                 $18,898,646
    Valuation allowance for deferred tax assets      (18,898,646)
                                                 ---------------
    Net deferred tax assets                     $              -
                                                 ===============
</TABLE>

Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the  timing and amount of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance. As of June 30, 2005, the
Company  had  net operating loss carry forwards of approximately $18,898,646 for
federal  income  tax  purposes.  Utilization  of  the  net operating loss may be
subject  to  substantial  annual  limitations  due  to  the  ownership  change
limitations  provided by the Internal Revenue Code and similar state provisions.
The  annual  limitation could result in the expiration of the net operating loss
before  utilization.

2.     PROPERTY  AND  EQUIPMENT

Property  and  equipment  at June 30, 2005 and December 31, 2004 consists of the
following:

<TABLE>
<CAPTION>

<S>                                             <C>       <C>
                                                   2005     2004
                                                --------  -------
Machinery & equipment. . . . . . . . . . . . .  $ 6,621   $4,505
Furniture and fixtures . . . . . . . . . . . .      985      985
                                                --------  -------
                                                  7,606    5,490
Less accumulated depreciation and amortization   (1,574)  (1,050)
                                                --------  -------
                                                $ 6,032   $4,440
                                                ========  =======
</TABLE>

2.     ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses at June 30, 2005 and December 31, 2004
consists  of  the  following:

<TABLE>
<CAPTION>

<S>               <C>            <C>

                           2005      2004
                  -------------  --------
Accounts payable  $     184,933  $272,455
Payroll Taxes Payable   122,483   118,375
Accrued expenses        129,599    46,185
                  -------------  --------
                  $     437,015  $389,515
                  =============  ========

</TABLE>

4.     CONVERTIBLE  DEBENTURES  AND  PROMISSORY  NOTES

During the quarter ended June 30, 2005, the Company issued a discounted total of
$965,817 worth of 8%, 5-Year Term, Convertible Debentures. The total discount in
the  amount  of  $134,000  is  amortized over the 5-year term of the debentures.
Total  amortization  related  to  these  particular  convertible  debentures and
warrants  was  $24,701  for  the  three months ended June 30, 2005. The warrants
associated  with  the  convertible  debenture are not detachable. The Debentures
shall  pay  eight  percent (8%) cumulative interest and are subject to automatic
conversion  at the end of five (5) years from the date of issuance at which time
all  Debentures  outstanding  will  be  automatically  converted  based upon the
formula  set  forth  in the agreement. The Debentures convert at the lower of a)
75%  of  the  lowest closing bid price of the common stock during the 15 trading
days  immediately  preceding  conversion  or  b) 100% of the average of the five
lowest  closing  bid  prices  for  the 30 trading days immediately following the
first  reverse split in the stock price. In accordance with EITF 00-27 98-5, the
beneficial  conversion feature on the issuance of the convertible debentures for
the  three  months  ended  June  30,  2005  has  been  recorded in the amount of
$166,699,  equal  to  25%  of  the  face  value  of  each  note.

                                        8

5.     COMMITMENTS  AND  CONTINGENCIES

Legal  Matters
--------------
None.

6.     CAPITAL  STOCK  TRANSACTIONS

The  authorized  common stock of the Company consists of 100,000,000 shares with
par value of $.001.  On September 26, 2003, Xtreme's Board of Directors declared
a  100-for-one  reverse  stock  split  of  outstanding  common  stock  effective
September  26,  2003  and  amended the articles of incorporation to increase the
authorized  capital  shares to 100,000,000.  On January 30, 2004, Xtreme's Board
of  Directors  declared a 10-for-1 reverse split of the outstanding common stock
effective  January  30,  2004.

All  share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock  splits.

During  the  six  months  ended  June  30,  2005,  the  following  common  stock
transactions  were  made:

The  Company  issued  59,687  shares of the Company's common stock in connection
with  the  merger  with  Rockwell  Power Systems in 2003, and were accounted for
during  the  merger  of  Rockwell International and Xtreme Companies; therefore,
there  was no additional expense associated with the issuance of these shares to
be  included  in  the  report  for  three  months  ended  March  31,  2005.

The  Company  issued  557,275 shares of the Company's common stock in connection
with  the  marketing  and  distribution  agreement effective March 1, 2005, with
Challenger,  amounting  to  $83,591.

On  April  18,  2005,  the Company issued a warrant to Dutchess Private Equities
Fund,  II,  LP  to purchase 84,000 shares of common stock at $.35 per share. The
warrant  has  a  term  of  five  years.

On  May 5, 2005, the Company issued a warrant to Dutchess Private Equities Fund,
II, LP to purchase 240,000 shares of common stock at $.22 per share. The warrant
has  a  term  of  five  years.

On  May,  13,  2005,  the  Company issued a warrant to Dutchess Private Equities
Fund,  II,  LP to purchase 228,000 shares of common stock at $.20 per share. The
warrant  has  a  term  of  five  years.

On May 18, 2005, the Company issued a warrant to Dutchess Private Equities Fund,
II, LP to purchase 101,817 shares of common stock at $.20 per share. The warrant
has  a  term  of  five  years.

On  May 20, 2005, the Company issued a warrant to eFund Capital Partners, LLC to
purchase  120,000  shares  of  common stock at $.20 per share. The warrant has a
term  of  five  years.

On June 16, 2005 The Company issued a warrant to Dutchess Private Equities Fund,
II, LP to purchase 240,000 shares of common stock at $.16 per share. The warrant
has  a  term  of  five  years.

7.        RENT

The Company occupies office space on a month to month basis as a tenant-at-will,
in Stanton, California. The Company has occupied this office space since October
2003.  Rents are scheduled at $1,695 a month. The Company currently occupies its
headquarter in Washington, MO and does not pay rent to Marine Holdings, pursuant
to  our  Marketing  and  Distribution  Agreement.

8.     MARKETING  AND  DISTRIBUTION  AGREEMENT

On  March  1,  2005,  the  Company  entered  into  a  Marketing and Distribution
Agreement  with  Marine  Holdings, Inc., a Missouri corporation d/b/a Challenger
Offshore  ("Challenger"), and Ronald DiBartolo and Gailynn DiBartolo, the owners
of  all  of  the  outstanding  shares  of  common  stock  of  Challenger.

Pursuant  to  the  Marketing  and  Distribution  Agreement,  the  Company  will
administer  all  marketing and sales efforts and be the exclusive distributor of
leisure,  fishing and performance boats manufactured by Challenger.  The Company
will  offer its key personnel, resources and capital to Challenger to facilitate
the  sales  of  Challenger's  products  through  dealer networks, industry trade
shows,  directly  selling  and other distributors. All purchase orders will flow
through  the  Company  and  will  be  immediately  assigned  to  Challenger  for
fulfillment. Challenger will procure all inventory and assume responsibility for
the  shipping  and delivery of all of its products ordered by the purchaser. The
Company  will  receive  a five percent cash commission, based on the total sales
price  as  represented  on purchase orders received by the Company or Challenger
for  all  product  sales.

                                        9

The  Company will pay an additional five percent of the total outstanding shares
of  Xtreme  on  the closing date to Challenger for the right to market, sell and
distribute  its  products upon the terms and subject to the conditions set forth
in  the Marketing and Distribution Agreement. Furthermore, Challenger will offer
the  option  to  the  Company to purchase one-hundred percent of the outstanding
shares of the Challenger shares upon the terms and subject to the conditions set
forth  in  the  Marketing  and  Distribution  Agreement.


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

The  discussion and financial statements contained herein are for the six months
ended  June  30, 2005 and June 30, 2004. The following discussion should be read
in  conjunction  with  our  financial  statements and the notes thereto included
herewith.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without  limitation, statements concerning possible or assumed future results of
operations  and  those  preceded  by,  followed  by  or  that  include the words
"believes,"  "could,"  "expects,"  "intends,"  "anticipates,"  or  similar
expressions.  Our  actual results could differ materially from these anticipated
in the forward-looking statements for many reasons including: materially adverse
changes  in economic conditions in the markets that we and our subsidiary serve;
competition  from others in the markets and industry segments occupied by us and
our  subsidiary; the ability to enter, the timing of entry and the profitability
of  entering new markets; greater than expected costs or difficulties related to
the  integration of the businesses acquired by our subsidiaries; and other risks
and  uncertainties  as  may  be  detailed  from  time  to  time  in  our  public
announcements and SEC filings. Although we believe the expectations reflected in
the  forward-looking statements are reasonable, they relate only to events as of
the  date  on  which  the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do not
intend  to  update  any of the forward-looking statements after the date of this
document  to  conform  these  statements  to actual results or to changes in our
expectations,  except  as  required  by  law.

OVERVIEW

We  design  and  manufacture  high-performance  commercial  boats  used by fire,
police,  and  military personnel for fire, rescue, and patrol. We are a complete
design-to-manufacturing  organization,  creating  or  licensing  designs,  and
creating  tooling, molds, and parts necessary to assemble our products in-house.
Our  products  combine  innovative  designs  with  power,  safety, handling, and
stability  to create boats designed to protect and save lives. We market our low
cost,  rapid  response  boats  directly  to  municipalities and other government
agencies,  such  as fire departments, police departments, city port-authorities,
and  the  military.

We  are a publicly traded company, which trades on the Over-the-Counter bulletin
Board  of  the  National  Quotation  Service  under  the  ticker  symbol "XTME".

The address of our principal executive office is 300 Westlink Dr, Washington, MO
36090.  Our  telephone  number  is  (636)  390-9000.  Our  website  address  is
www.xtremecos.com. Information contained on our website does not constitute part
of this report and our address should not be used as a hyperlink to our website.

Our  boats  combine  power, safety, handling, and stability in rough water along
with  high-speed performance. The innovative patents and patents-pending that we
license,  give the boats eye-catching visual market retention, and a competitive
advantage  in  the  boating  industry,  home  defense,  and  world  markets.

The unique convergence of design and technology give our boats the ability to be
highly  maneuverable  in  as  little  as ten inches of water, essential in areas
where  submerged  objects such as street signs, vehicles or rocks will interfere
with  other  craft. Even with a full crew and injured passengers, the boat stays
high  on  the  water,  affording  a  speedy  and  safe  access  and  egress.

The  boats  are quick-response craft that can be easily transported to emergency
areas.  The  hulls  incorporate  patented "V" shaped hull designs, and are built
using  hand laid "S" glass which produces a fiberglass hull that is stronger yet
lighter  than  conventional  fiberglass  hulls;  this  combination  provides for
extraordinary  stability  and  handling  in  rough  waters  and  at high speeds.

PRODUCT  SPECIFICATIONS
-----------------------

         Load        Fuel        Towing       Passenger
Model    Capacity    Capacity    Capacity     Capacity
-------  ----------  ----------  -----------  ---------

12 Foot  2,200 lbs.  32 gallons   7,000 lbs.       5
15 Foot  5,500 lbs.  58 gallons  10,000 lbs.       6

                                       10

We currently offer two commercial boats which are similar in design but distinct
in function. Each model comes equipped with Mercury Marine Sport Jet 175 XR2 two
stroke  engines  that  generate  175 horse power and Mercury Marine single stage
axial  flow  jet  pumps.  We  have  also developed new models for California and
international markets that no longer allow two stroke motors. We have redesigned
the  boat  to  accept power systems which meet the strict emissions standards in
California  and  the  year  2006  emissions  requirements mandated by the United
States  Environmental Protection Agency. The boats come with a two-year warranty
on  the  engine,  the  fuel  system,  and  the  electrical  system, as well as a
five-year  warranty  on  the  hull.

PATROL  RESCUE  JET
-------------------

The  Patrol  Rescue  Jet  is  designed to provide security in harbors and inland
waterways.  With  a  speed of up to 55 miles per hour, the Patrol Rescue Jet can
deliver law enforcement and emergency assistance to virtually any location on or
around  the  water.  This  boat  is  available in either a 12 or 15 foot design.

FIRE  AND  RESCUE  JET
----------------------

The  Fire  and  Rescue  Jet  is  designed  to  fight fires on the water and near
shorelines.  The  Fire Rescue Jet comes equipped with a patented water pump that
can  supply  up  to  750 gallons of water per minute. The Fire and Rescue Jet is
uniquely  designed  so  one person can control the boat and fire apparatus. This
boat  is  also  available  in  either  a  12  or  15  foot  design.

MARKETING  AND  DISTRIBUTION  AGREEMENT
---------------------------------------

On  March  1,  2005, we signed an exclusive distribution and marketing agreement
with  Marine Holdings, Inc. d/b/a Challenger Offshore.  Challenger offers a line
of  high  performance cabin cruisers, and fishing boats.  We agreed to assist in
the  distribution  efforts for Challenger Offshore to new dealers and to consult
on  certain  aspects of the manufacturing process.  Challenger manufactures most
of  their  models  in  their Washington, MO headquarters.  We intend to sell the
Challenger boats to dealers and the dealers will place orders for the Challenger
Boats,  if  any,  with  us.

Challenger's  high  performance series is designed and manufactured using proven
technology  and  equipment,  including  the  patented D-DC hull. Our performance
series  consists  of nine cuddy and open bow models, ranging in size from 24 ft.
to  42  ft.  with  prices  ranging  from  $69,995  to  $279,995.

Challenger's  sport  boat line, the Z-Series, is built with the same quality and
attention  to  detail  as  our  performance  series. The Z-Series consists of a
variety  of  sport boats and family cruisers including deck boats, cuddies, open
bows  and  cabin cruisers with ten models to choose from ranging in size from 19
ft.  to  31  ft.  and  ranging  in  price  from  $31,495  to  $129,995.

Each of Challenger's Sport Fish luxury yachts have been structurally designed by
world-renowned  naval  architects,  and are built with the same craftsmanship as
our  performance and z-series. Each of our eight vessels has a unique structure,
ranging  in size from 35 ft. to 97 ft. Prices for luxury fishing yachts start at
$140,000  and  continue  on  up  to  $5.8  million.

THREE MONTHS ENDED June 30, 2005 AS COMPARED TO THREE MONTHS ENDED June 30, 2004

NET  REVENUES
-------------

We  generated  consolidated revenues for the three months ended June 30, 2005 of
$552,300  as  compared  to $16,801 for the three months ended June 30, 2004. The
increase  in  revenue  is  due  to  our  increase  in  boats  sales  of both our
wholly-owned  subsidiary,  FirstResponders, Inc. and recreational boats from our
marketing  and  distribution  agreement  with  Challenger  Offshore.

COST  OF  REVENUE
-----------------

We incurred Cost of Revenue of $467,127 for the three months ended June 30, 2005
as  compared  to  $45,589  for the three months ended June 30, 2004. The Cost of
Revenue  is  due  to  materials  and  labor  for  construction of our boats. The
increase  in  Cost  of  Revenue  is  due  to our increased marketing efforts for
Challenger  and  the  increase  in  sales of Challenger boats with Xtreme as the
distributor  and  due to materials and labor for construction of our boats which
increased  overall.


OPERATING  EXPENSES
-------------------

We  incurred  costs  of  for the three months ended June 30, 2005 of $302,789 as
compared  to  $553,948 for the three months ended June 30, 2004. The decrease in
Operating  Expenses  in  the  current  period  is  primarily  due  a decrease in
consulting  fees  paid  by  the  Company,  specifically  the  stock  issuance to
Challenger for our marketing and distribution agreement. Other components of our
Operating  Expenses  were  the  also  incurred  increase marketing costs for the
development  of  a  campaign  for  Challenger  Offshore's  line  of  boats.

                                       11

Net  loss
---------

We  had  a  net  loss  of  $462,248  for the three months ended June 30, 2005 as
compared to a net loss of $590,321 for the three months ended June 30, 2004. The
Net  Loss  decreased  due  to our increase in Revenue along with our decrease in
expenses  from  stock  issuances.

Basic  and  diluted  loss  per  share
-------------------------------------

Our  basic  and  diluted loss per share for the three months ended June 30, 2005
was ($0.03) as compared to ($0.06) for the three months ended June 30, 2004. Our
Net  Loss  decreased  due to a increase in our outstanding shares coupled with a
decrease  in  our  net  loss.
LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

We must continue to raise capital to fulfill our plan of acquiring companies and
assisting  in the development of those companies internally. If we are unable to
raise  any  additional  capital our operations will be curtailed. As of June 30,
2005,  we  had  total Current Assets of $1,269,320 as compared to $262,747 as of
December  31,  2004.  The increase is due to the note receivable from Challenger
Offshore  pursuant  to  our  marketing  and  distribution  agreement.  Current
Liabilities  of  $759,438  as  compared to $575,890 as of December 31, 2004. The
increase  in  liabilities  was  due  to  an increase in Accounts Payable and our
issuance of Convertible Debentures. Cash and cash equivalents were $34,425 as of
June  30,  2005  as  compared to $110,673 as of December 31, 2004. The Company's
decrease  in  cash  is  due  to  the  increase  in  production and marketing for
Challenger  Offshore.  Our Stockholder's Deficit at June 30, 2005 was $1,184,534
as  compared  to  $894,853 as of December 31, 2004. The increase in Stockholders
Deficit  is  due  to  the  issuance  of new shares in the first quarter of 2005.

We  had a net usage of cash due to operating activities for the six months ended
June  30,  2005  of $1,456,951, as compared to $244,205 for the six months ended
June  30,  2004.  The higher use of cash from operating activities is due to the
higher  Net  Loss  and  increase in Note Receivable. We had net cash provided by
financing  activities  of  $1,382,817 and $243,000 for the six months ended June
30,  2005  and 2004, respectively. The increase is primarily due to the issuance
of  debentures. We had $174,000 from borrowings in the six months ended June 30,
2005  as  compared  to  $243,000  in  the  corresponding  period  last  year.

FINANCING  ACTIVITIES
---------------------

On  April  18,  2005,  we  issued  convertible debentures of $84,000 to Dutchess
Private  Equities  Fund,  LP.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the Transaction. The convertible debentures pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  April  8,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP  to purchase 84,000 shares of common stock at .35 per share.
The  warrant  has  a  term  of  five  years.

On May 5, 2005, we issued convertible debentures of $192,000 to Dutchess Private
Equities  Fund,  LP.  The purchaser of the convertible debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the Transaction. The convertible debentures pay 8% cumulative interest
in  cash  or  common  stock,  at  the  purchaser's  option,  at the time of each
conversion.  The  debentures  are  payable  on  May  5,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP to purchase 192,000 shares of common stock at .22 per share.
The  warrant  has  a  term  of  five  years.

On  May  13,  2005,  we  issued  convertible  debentures of $228,000 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  April  8,  2010.

                                       12

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP to purchase 228,000 shares of common stock at .20 per share.
The  warrant  has  a  term  of  five  years.

On  May  18,  2005,  we  issued  convertible  debentures of $101,817 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  May  18,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP  to purchase 90,000 shares of common stock at .20 per share.
The  warrant  has  a  term  of  five  years.

On  May  20, 2005, we issued convertible debentures of $120,000 to eFund Capital
Partners,  LLC.  The  purchaser  of  the  convertible  debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  May  20,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP to purchase 120,000 shares of common stock at .20 per share.
The  warrant  has  a  term  of  five  years.

On  June  16,  2005,  we  issued  convertible debentures of $240,000 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  June  16,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  II,  LP to purchase 240,000 shares of common stock at $0.16 per
share.  The  warrant  has  a  term  of  five  years.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the Securities Act of 1933,  "Securities Act",
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act, and any regulations promulgated there under, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

SUBSIDIARY

As  of  June 30,  2005,  we  had  one  subsidiary,  First  Responders,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES.

Our  management evaluated, with the participation of our Chief Executive Officer
and  our  Chief  Financial Officer, the effectiveness of our disclosure controls
and  procedures  as of the end of the period covered by this Quarterly Report on
Form 10-QSB. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we  file  or  submit  under the Securities Exchange Act of 1934 (i) is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and Exchange Commission rules and forms, and (ii) is accumulated and
communicated  to  our  management, including our Chief Executive Officer and our
Chief  Financial  Officer,  as  appropriate  to allow timely decisions regarding
required  disclosure.  Our  disclosure  controls  and procedures are designed to
provide  reasonable  assurance  that  such  information  is  accumulated  and
communicated  to  our management. Our disclosure controls and procedures include
components  of  our  internal  control  over  financial  reporting. Management's
assessment of the effectiveness of our internal control over financial reporting
is  expressed  at  the level of reasonable assurance that the control system, no
matter  how  well  designed  and  operated, can provide only reasonable, but not
absolute,  assurance  that  the  control  system's  objectives  will  be  met.

There  was  no  change  in  our  internal  control over financial reporting that
occurred  during  the quarter of the year covered by this report that materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.

                                       13

                            PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

We  are  not aware of any litigation or potential litigation affecting us or our
assets.

ITEM  2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On  April  18,  2005,  we  issued  convertible debentures of $84,000 to Dutchess
Private  Equities  Fund,  LP.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  April  18, 2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund, LP to purchase 84,000 shares of common stock at $0.35 per share.
The  warrant  has  a  term  of  five  years.

On May 5, 2005, we issued convertible debentures of $192,000 to Dutchess Private
Equities  Fund,  LP.  The purchaser of the convertible debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  May  5,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP  to  purchase  192,000  shares  of common stock at $0.22 per
share.  The  warrant  has  a  term  of  five  years.

On  May  13,  2005,  we  issued  convertible  debentures of $228,000 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  May  13,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  II,  LP to purchase 228,000 shares of common stock at $0.20 per
share.  The  warrant  has  a  term  of  five  years.

On  May  18,  2005,  we  issued  convertible  debentures of $101,817 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures are payable on May 18, 2010.   This
debenture  was  issued  as payment toward the Promissory Note due to Dutchess on
March  9,  2005.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  II,  LP to purchase 101,817 shares of common stock at $0.35 per
share.  The  warrant  has  a  term  of  five  years.

On  May  20, 2005, we issued convertible debentures of $120,000 to eFund Capital
Partners,  LLC.  The  purchaser  of  the  convertible  debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  May  20,  2010

In  connection  with  the  above financing, we issued a warrant to eFund Capital
Partners, LLC to purchase 120,000 shares of common stock at $0.20 per share. The
warrant  has  a  term  of  five  years.

                                       14

On  June  16,  2005,  we  issued  convertible debentures of $240,000 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  June  16,  2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  II,  LP to purchase 240,000 shares of common stock at $0.16 per
share.  The  warrant  has  a  term  of  five  years.

On  the dates listed below, we sold subordinated convertible promissory notes to
those  investors  and in such amounts as listed below. The Notes are convertible
at  the  lesser of a) a 30% discount to market or b) $0.50 per shares. The Notes
bear  a  5%  interest  rate  and mature twelve months from the date of issuance.

                                   Patrick Connelly    4/14/2005     $10,000.00
                                      Ronald Feldman    5/6/2005     $20,000.00
                                       Ronald Feldman   5/6/2005      $4,000.00
                                   Raymond Champagne    5/6/2005     $10,000.00
                             People's Community Bank    5/6/2005     $20,000.00
                                        Sandra Walls    6/8/2005     $10,000.00
                                     Mike Lochirco     6/17/2005    $100,000.00


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

On March 9, 2005, we issued a promissory Note to Dutchess Private Equities Fund,
II,  LP  in  the  amount of $90,000. The Note carried an interest rate of 0% per
year  and  was  due on April 11, 2005. As of March 31, 2005, we had not paid any
amounts to Dutchess. The note was in default as of June 30, 2005 and pursuant to
the  terms  of the Note, Dutchess elected to charge us 10% of the face amount on
the  Note as a penalty. We repaid the Note in full on July 1, 2005 including all
penalties  and  interest.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

NOT  APPLICABLE.

ITEM  5.  OTHER  INFORMATION.

NOT  APPLICABLE.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

EXHIBIT
NUMBER              DESCRIPTION
-------------       --------------------

2.1  Acquisition  Agreement between the Company and Waste Renewal Systems, Inc.,
dated  April  26, 2002 (included as Exhibit 2 to the Form 8-K filed May 8, 2002,
and  incorporated  herein  by  reference).

2.2  Agreement and Plan of Reorganization between the Company and Rockwell Power
Systems,  dated  October  1, 2003 (included as Exhibit 2.1 to the Form 8-K filed
October  9,  2003,  and  incorporated  herein  by  reference).

3.1  Articles  of  Incorporation (included as Exhibit 3.1 to the Form 10-SB12G/A
filed  November  7,  2000,  and  incorporated  herein  by  reference).

3.2  By-laws  (included as Exhibit 3.2 to the Form 10-SB filed November 7, 2000,
and  incorporated  herein  by  reference).

3.3  Amendment to Articles of Incorporation (included as Exhibit 3.3 to the Form
SB-2/A  filed  July  21,  2005,  and  incorporated  herein  by  reference).

4.1  Debenture Agreement between the Company and Dutchess Private Equities Fund,
L.P.,  dated  October  1, 2003 (included as Exhibit 4.1 to the Form 10-KSB filed
April  14,  2004,  and  incorporated  herein  by  reference).

4.2  Debenture  Agreement  between  the  Company and eFund Small-Cap Fund, L.P.,
dated  October  1,  2003 (included as Exhibit 4.2 to the Form 10-KSB filed April
14,  2004,  and  incorporated  herein  by  reference).

4.3  Subscription  Agreement  between  the Company and Dutchess Private Equities
Fund,  L.P.,  dated October 1, 2003 (included as Exhibit 10.4 to the Form 10-KSB
filed  April  14,  2004,  and  incorporated  herein  by  reference).

4.4 Subscription Agreement between the Company and eFund Capital Partners, dated
October  1,  2003  (included  as Exhibit 10.5 to the Form 10-KSB filed April 14,
2004,  and  incorporated  herein  by  reference).

4.5  Registration  Rights  Agreement  between  the  Company and Dutchess Private
Equities Fund, L.P., dated October 1, 2003 (included as Exhibit 10.6 to the Form
10-KSB  filed  April  14,  2004,  and  incorporated  herein  by  reference).

                                       15

4.6  Registration Rights Agreement between the Company and eFund Small-Cap Fund,
L.P.,  dated  October 1, 2003 (included as Exhibit 10.7 to the Form 10-KSB filed
April  14,  2004,  and  incorporated  herein  by  reference).

4.7  Debenture Agreement between the Company and Preston Capital Partners, L.P.,
dated February 3, 2004 (included as Exhibit 4.1 to the Form 10-QSB filed May 24,
2004,  and  incorporated  herein  by  reference).

4.8  Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
dated  February  18,  2004 (included as Exhibit 4.2 to the Form 10-QSB filed May
24,  2004,  and  incorporated  herein  by  reference).

4.9  Registration  Rights  Agreement  between  the  Company  and Preston Capital
Partners,  L.P.,  dated  February  3, 2004 (included as Exhibit 10.1 to the Form
10-QSB  filed  May  24,  2004,  and  incorporated  herein  by  reference).

4.10  Registration  Rights  Agreement  between  the  Company  and  eFund Capital
Partners,  LLC,  dated  February  18, 2004 (included as Exhibit 10.2 to the Form
10-QSB  filed  May  24,  2004,  and  incorporated  herein  by  reference).

4.11  Subordinated  Convertible  Promissory Note between the Company and Lenders
(included  as  Exhibit  10.24  to  the  Form 10-QSB filed November 23, 2004, and
incorporated  herein  by  reference).

4.12  Debenture Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated  October 18, 2004 (included as Exhibit 4.3 to the Form 10-KSB filed
April  15,  2005,  and  incorporated  herein  by  reference).

4.13  Debenture  Agreement  between the Company and eFund Capital Partners, LLC,
dated  October  18, 2004 (included as Exhibit 4.4 to the Form 10-KSB filed April
15,  2005,  and  incorporated  herein  by  reference).

4.14  Debenture Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated December 23, 2004 (included as Exhibit 4.5 to the Form 10-KSB filed
April  15,  2005,  and  incorporated  herein  by  reference).

4.15 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II,  LP, dated January 3, 2005 (included as Exhibit 4.6 to the Form 10-QSB filed
May  16,  2005,  and  incorporated  herein  by  reference).

4.16  Warrant  Agreement  between the Company and Dutchess Private Equities, II,
LP,  dated January 3, 2005 (included as Exhibit 4.7 to the Form 10-QSB filed May
16,  2005,  and  incorporated  herein  by  reference).

4.17 Debenture Agreement between the Company and Dutchess Private Equities Fund,
LP,  dated  March  8, 2005 (included as Exhibit 4.8 to the Form 10-QSB filed May
16,  2005,  and  incorporated  herein  by  reference).

4.18  Warrant  Agreement  between the Company and Dutchess Private Equities, LP,
dated  March  8,  2005 (included as Exhibit 4.9 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.19  Debenture  Agreement  between the Company and eFund Capital Partners, LLC,
dated  March 10, 2005 (included as Exhibit 4.10 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.20  Warrant  Agreement  between  the  Company and eFund Capital Partners, LLC,
dated  March 10, 2005 (included as Exhibit 4.11 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.21  Debenture  Agreement  between the Company and eFund Capital Partners, LLC,
dated  March 18, 2005 (included as Exhibit 4.12 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.22  Warrant  Agreement  between  the  Company and eFund Capital Partners, LLC,
dated  March 10, 2005 (included as Exhibit 4.13 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.23 Promissory Note between the Company and Dutchess Private Equities Fund, II,
L.P.,  dated  March  11, 2005 (included as Exhibit 4.14 to the Form 10-QSB filed
May  16,  2005,  and  incorporated  herein  by  reference).

4.24 Debenture Agreement between the Company and Dutchess Private Equities Fund,
dated April 18, 2005 (included as Exhibit 4.24 to the Form SB-2 filed on June 9,
2005,  and  incorporated  herein  by  reference).

4.25  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
dated  April  18, 2005  (included as Exhibit 4.25 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.26 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II,  dated May 5, 2005  (included as Exhibit 4.26 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

                                       16

4.27  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  dated May 5, 2005  (included as Exhibit 4.27 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.28 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II, dated May 13, 2005  (included as Exhibit 4.28 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.29  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II, dated May 13, 2005  (included as Exhibit 4.29 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.30  Debenture  Exchange  Agreement  between  the  Company and Dutchess Private
Equities  Fund,  II,  dated  May 18, 2005  (included as Exhibit 4.30 to the Form
SB-2  filed  on  June  9,  2005,  and  incorporated  herein  by  reference).

4.31  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II, dated May 18, 2005  (included as Exhibit 4.31 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.32  Debenture  Agreement  between  the Company and eFund Capital Partners, LLC
dated,  May 20, 2005 (included as Exhibit 4.32 to the Form SB-2 filed on June 9,
2005,  and  incorporated  herein  by  reference).

4.33 Warrant Agreement between the Company and eFund Capital Partners, dated May
20,  2005  (included as Exhibit 4.33 to the Form SB-2 filed on June 9, 2005, and
incorporated  herein  by  reference).

4.34  Debenture  Conversion  Amendment  between  the  Company,  Dutchess Private
Equities  Fund,  Dutchess  Private  Equities Fund II and eFund Capital Partners,
dated  May  23, 2005 (included as Exhibit 4.34 to the Form SB-2 filed on June 9,
2005,  and  incorporated  herein  by  reference).

4.35  Registration  Rights  Agreement  between  the  Company and Preston Capital
Partners,  dated  June 3, 2004  (included as Exhibit 4.35 to the Form SB-2 filed
on  June  9,  2005,  and  incorporated  herein  by  reference).

4.36  Debenture  Agreement  between the Company and Dutchess Private Equities
Fund  II,  L.P.  dated  June  16,  2005  (filed  herewith).

4.37  Warrant  Agreement  between  the  Company and Dutchess Private Equities
Fund,  LP,  dated  June  16,  2005  (filed  herewith).

10.1  Employment Agreement between the Company and Kevin Ryan, dated October 30,
2003  (included  as  Exhibit  10.2  to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.2  Consulting  Agreement  between  the Company and Calicorp, dated October 1,
2003  (included  as  Exhibit  10.3  to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.3  Lease  Agreement  between the Company and Corning Garden Grove, LLC, dated
November  5,  2003  (included as Exhibit 10.8 to the Form 10-KSB filed April 14,
2004,  and  incorporated  herein  by  reference).

10.4  Lease  Agreement between the Company and Marlborough Square Equities, LLC,
dated  December 1, 2003 (included as Exhibit 10.9 to the Form 10-KSB filed April
14,  2004,  and  incorporated  herein  by  reference).

10.5  Consulting  Agreement  between  the  Company  and Dutchess Advisors, dated
October  1,  2003  (included as Exhibit 10.10 to the Form 10-KSB filed April 14,
2004,  and  incorporated  herein  by  reference).

10.6  Consulting Agreement between the Company and Lane Longhurst, dated October
28, 2003 (included as Exhibit 10.11 to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.7 Consulting Agreement between the Company and Gordon McGilton, dated October
28, 2003 (included as Exhibit 10.12 to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.8  Consulting  Agreement  between  the  Company  and  Douglas Leighton, dated
January  15,  2004  (included  as Exhibit 10.1 to the Form S-8 filed February 4,
2004,  and  incorporated  herein  by  reference).

10.9  Consulting  Agreement  between  the  Company  and  Michael Novielli, dated
January  15,  2004  (included  as Exhibit 10.2 to the Form S-8 filed February 4,
2004,  and  incorporated  herein  by  reference).

10.10  Consulting  Agreement  between  the  Company and Theodore J. Smith, dated
February  6,  2004  (included as Exhibit 10.1 to the Form S-8 filed February 13,
2004,  and  incorporated  herein  by  reference).

                                       17

10.11  Consulting  Agreement  between  the  Company  and  Jeffrey  Conrad, dated
February  6,  2004  (included as Exhibit 10.2 to the Form S-8 filed February 13,
2004,  and  incorporated  herein  by  reference).

10.12  Letter of Agreement between the Company and Roean Industries, Inc., dated
February  26,  2004 (included as Exhibit 10.1 to the Form S-8 filed February 27,
2004,  and  incorporated  herein  by  reference).

10.13  Non-Employee Directors and Consultants Retainer Stock Plan, dated October
2,  2003  (included  as  Exhibit  4  to the Form S-8 filed October 17, 2003, and
incorporated  herein  by  reference).

10.14  Fire  rescue  jet sale agreement between the Company and Barb Weir, dated
July  1,  2004  (included as Exhibit 10.20 to the Form 10-QSB filed November 23,
2004,  and  incorporated  herein  by  reference).

10.15  License Agreement between the Company and Albert Mardikian, dated June 2,
2004  (included  as  Exhibit 10.23 to the Form 10-QSB filed August 25, 2004, and
incorporated  herein  by  reference).

10.16  Sales  Agreement  between  the  Company and Barb Weir, dated July 1, 2004
(included  as  Exhibit  10.20  to  the  Form 10-QSB filed November 23, 2004, and
incorporated  herein  by  reference).

10.17 Consulting Agreement between the Company and TGR Group, LLC, dated January
27,  2004 (included as Exhibit 10.22 to the Form 10-QSB filed November 23, 2004,
and  incorporated  herein  by  reference).

10.18  Sales  Agreement  between the Company and Jackson County Fire Department,
dated  July 7, 2004 (included as Exhibit 10.23 to the Form 10-QSB filed November
23,  2004,  and  incorporated  herein  by  reference).

10.19  Marketing  and  Distribution  Agreement  between  the  Company and Marine
Holdings,  Inc.,  dated March 1, 2005 (included as Exhibit 10.1 to the 8-K filed
March  4,  2005,  and  incorporated  herein  by  reference).

10.20  Business  Services  Agreement  between the Company and Dutchess Advisors,
LLC, dated March 1, 2005 (included as Exhibit 10.26 to the Form 10-QSB filed May
16,  2005,  and  incorporated  herein  by  reference).

10.21  Investment  Agreement  between  the Company and Preston Capital Partners,
dated  June  3,  2005  (included as Exhibit 10.21 to the Form SB-2 filed June 9,
2005,  and  incorporated  herein  by  reference).

10.22  Placement  Agent  Agreement  between  the Company, Preston, and U.S. Euro
Securities,  dated  June  3,  2005  (included  as Exhibit 10.22 to the Form SB-2
filed June  9,  2005,  and  incorporated  herein  by  reference).

10.23  Employment  Agreement  between the Company and Laurie Phillips, dated May
16,  2005  (included  as  Exhibit  10.1  to the Form 8-K filed June 8, 2005, and
incorporated  herein  by  reference).

14.1  Corporate Code of Conduct and Ethics (included as Exhibit 14.1 to the Form
10-KSB  filed  April  14,  2004,  and  incorporated  herein  by  reference).

21.1  List  of  Subsidiaries  (included as Exhibit 21.1 to the Form 10-KSB filed
April  14,  2004,  and  incorporated  herein  by  reference).

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification  of  Officers pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.



Reports  Filed  on  Form  8-K

On  June 8, 2005, we filed on Form 8-K our appointment of Laurie Phillips as our
Chief  Financial  Officer.

                                       18

                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

XTREME  COMPANIES,  INC.
(Registrant)



/s/  Kevin  Ryan
----------------                             August  12,  2005
Kevin  Ryan
President,  and  Chief Executive  Officer


/s/  Laurie Phillips
---------------------                        August  12,  2005
Laurie Phillips
Chief Financial  Officer